Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) | 1. Report of Independent Registered Public Accounting Firm |
Financial Statements
Consolidated Statements of Earnings and Comprehensive Income
Consolidated Statements of Financial Position
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders’ Equity
Notes to Consolidated Financial Statements
- Financial Statement Schedules
All schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the consolidated financial statements or notes to the consolidated financial statements.
- Exhibits
| 3(b) | Amended and Restated Bylaws of Northrop Grumman Corporation dated December 4, 2018 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 10, 2018) |
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NORTHROP GRUMMAN CORPORATION
| 4(m) | Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation) and Mellon Bank, N.A., as trustee, dated as of May 1, 1986 (incorporated by reference to Exhibit 2 to the Form 8-A Registration Statement of TRW Inc. dated July 3, 1986, File No. 001-02384) |
| 4(n) | First Supplemental Indenture between TRW Inc. (predecessor-in-interest to Northrop Grumman Systems Corporation) and Mellon Bank, N.A., as trustee, dated as of August 24, 1989 (incorporated by reference to Exhibit 4(b) to Form S-3 Registration Statement No. 33-30350 of TRW Inc.) |
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NORTHROP GRUMMAN CORPORATION
| 4(u) | Form of Northrop Grumman Corporation’s 5.05% Senior Note due 2019 (incorporated by reference to Exhibit B to Exhibit 4(a) to Form 8-K filed July 30, 2009, File No. 001-16411) |
| 4(w) | Form of Northrop Grumman Corporation’s 3.500% Senior Note due 2021 (incorporated by reference to Exhibit B to Exhibit 4(a) to Form 8-K filed November 8, 2010, File No. 001-16411) |
| 4(x) | Form of Northrop Grumman Corporation’s 5.050% Senior Note due 2040 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed November 8, 2010, File No. 001-16411) |
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NORTHROP GRUMMAN CORPORATION
| 4(bb) | Form of 3.250% Senior Note due 2023 (incorporated by reference to Exhibit B to Exhibit 4(a) to Form 8-K filed May 31, 2013, File No. 001-16411) |
| 4(cc) | Form of 4.750% Senior Note due 2043 (incorporated by reference to Exhibit C to Exhibit 4(a) to Form 8-K filed May 31, 2013, File No. 001-16411) |
| 4(ee) | Form of 3.850% Senior Note due 2045 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed February 6, 2015) |
| 4(gg) | Form of 3.200% Senior Note due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed December 1, 2016) |
| 4(ii) | Form of 2.080% Senior Note due 2020 (incorporated by reference to Exhibit A to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
| 4(jj) | Form of 2.550% Senior Note due 2022 (incorporated by reference to Exhibit B to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
| 4(kk) | Form of 2.930% Senior Note due 2025 (incorporated by reference to Exhibit C to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
| 4(ll) | Form of 3.250% Senior Note due 2028 (incorporated by reference to Exhibit D to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
| 4(mm) | Form of 4.030% Senior Note due 2047 (incorporated by reference to Exhibit E to Exhibit 4.1 to Form 8-K filed October 13, 2017) |
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NORTHROP GRUMMAN CORPORATION
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NORTHROP GRUMMAN CORPORATION
| *(xvii) | Grant Certificate Specifying the Terms and Conditions Applicable to 2018 Restricted Stock Rights Granted to Mark Caylor Under the 2011 Long-Term Incentive Stock Plan |
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NORTHROP GRUMMAN CORPORATION
| +*10(k) | Severance Plan for Elected and Appointed Officers of Northrop Grumman Corporation (Amended and Restated Effective January 1, 2019) |
| +10(l) | Non-Employee Director Compensation Term Sheet, effective May 17, 2017 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2017, filed July 26, 2017) |
| +10(m) | Non-Employee Director Compensation Term Sheet, effective May 16, 2018 (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2018, filed July 25, 2018) |
| +*10(r) | Northrop Grumman Innovation Systems Nonqualified Deferred Compensation Plan, as amended and restated January 1, 2019 |
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NORTHROP GRUMMAN CORPORATION
| +*10(u) | Northrop Grumman Savings Excess Plan (Amended and Restated Effective as of January 1, 2019) |
| +*10(v) | Northrop Grumman Officers Retirement Account Contribution Plan (Amended and Restated Effective as of January 1, 2019) |
| +*10(w) | Northrop Grumman Corporation Special Officer Retiree Medical Plan (Amended and Restated Effective October 1, 2018) |
| +*10(x) | Northrop Grumman Innovation Systems Defined Benefit Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2019 |
| +*10(y) | Northrop Grumman Innovation Systems Defined Contribution Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2019 |
| (i) | Amendment to Executive Life Insurance Policy effective July 1, 2016 (incorporated by reference to Exhibit 10(w)(i) to Form 10-K for the year ended December 31, 2017, filed January 29, 2018) |
| +*10(dd) | Group Personal Excess Liability Policy dated October 20, 2016 and effective as of January 1, 2018 |
| *18 | Preferability Letter of Independent Registered Public Accounting Firm dated January 30, 2019 |
| *21 | Subsidiaries |
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NORTHROP GRUMMAN CORPORATION
| *23 | Consent of Independent Registered Public Accounting Firm |
| *24 | Power of Attorney |
| *31.1 | Certification of Kathy J. Warden pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| *31.2 | Certification of Kenneth L. Bedingfield pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| **32.1 | Certification of Kathy J. Warden pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| **32.2 | Certification of Kenneth L. Bedingfield pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| *101 | Northrop Grumman Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2018, formatted in XBRL (Extensible Business Reporting Language); (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) Consolidated Statements of Financial Position, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Shareholders’ Equity, and (v) Notes to Consolidated Financial Statements |
| + | Management contract or compensatory plan or arrangement |
| * | Filed with this Report |
| ** | Furnished with this Report |
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